Exhibit 10.1


 


Execution Version


 


sponsor
agreement


 


This Sponsor Agreement
(this “Agreement”), dated as of July 13, 2018, is made and entered into by and among Matlin & Partners
Acquisition Corporation, a Delaware corporation (“MPAC”), USWS Holdings LLC, a Delaware limited liability
company (“USWS”), Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company
(“Sponsor”), and, solely for purposes of Sections 7 through 12, Cantor Fitzgerald &
Co. (“Cantor”). Each of the parties to this Agreement is sometimes referred to individually in this Agreement
as a “Party,” and all of the parties to this Agreement are sometimes collectively referred to in this
Agreement as the “Parties.” Each capitalized term used and not otherwise defined in this Agreement has
the meaning given to such term in the Merger and Contribution Agreement (as defined below).


 


recitals


 


WHEREAS, concurrently
with the execution and delivery of this Agreement, MPAC and USWS are entering into that certain Merger and Contribution Agreement,
dated as of July 13, 2018, by and among MPAC, MPAC Merger Sub LLC, USWS, the Blocker Companies (as defined therein), and, solely
for the purposes described therein, the Seller Representative (as defined therein) (as it may be amended from time to time, the
“Merger and Contribution Agreement”);


 


WHEREAS, Sponsor, together
with certain individuals who are members of MPAC’s board of directors and/or management team (each, an “Insider”),
has entered into that certain letter agreement (Re: Initial Public Offering) with MPAC, dated March 9, 2017 (the “Letter
Agreement”);


 


WHEREAS, as of the
date of this Agreement, Sponsor owns (i) 8,125,000 shares of Parent Class F Common Stock (the “Founder Shares”)
and (ii) 14,500,000 warrants (the “Sponsor Warrants”) issued under that certain Warrant Agreement, dated
as of March 9, 2017 (the “Warrant Agreement”), by and between MPAC and Continental Stock Transfer and
Trust Company, as warrant agent (the “Warrant Agent”), with each Sponsor Warrant entitling the holder
thereof to purchase one-half of one share of Parent Class A Common Stock at an exercise price of $5.75 per half share of Parent
Class A Common Stock;


 


WHEREAS, as of the
date of this Agreement, Cantor owns 1,000,000 warrants (the “Cantor Warrants”) issued under the Warrant
Agreement, with each Cantor Warrant entitling the holder thereof to purchase one-half of one share of Parent Class A Common Stock
at an exercise price of $5.75 per half share of Parent Class A Common Stock; and


 


WHEREAS, as a condition
and inducement to the willingness of USWS to enter into Merger and Contribution Agreement, USWS desires that Sponsor and Cantor
enter into this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements in this Agreement and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 




     


     


    

 


1.            Definitions.
As used in this Agreement, each of the following capitalized terms has the meaning given to such term below:


 


“Available
Funds Adjustment Factor” means (a) if the Available Funds Shortfall Amount is greater than zero, the number determined
by dividing (i) the Available Funds Shortfall Amount by (ii) $325,000,000, rounded to four decimal places, or (b) if the Available
Funds Shortfall Amount is zero, zero.


 


“Available
Funds Inverse Adjustment Factor” means 1.0000 minus the Available Funds Adjustment Factor.


 


“Available
Funds Shortfall Amount” means the amount, if any, by which $325,000,000 exceeds the amount of Available Funds (but
in no event an amount less than zero).


 


“Conversion
Shares” means the shares of Parent Class A Common Stock issued upon conversion of the Founder Shares at Closing,
after giving effect to the Waiver (as defined in Section 4) and the Founder Share Cancelation (as defined in Section
5).


 


“Founder
Shares Lock-up Period” has the meaning given to such term in the Letter Agreement.


 


“Initial
Conversion Ratio” has the meaning given to such term in the Parent Certificate of Incorporation.


 


“Primary
Exchange” means, at any time, the primary U.S. national or regional securities exchange or market on which the Parent
Class A Common Stock is then listed or quoted.


 


“Trading
Day” means a day on which the Primary Exchange is open for business.


 


“Transfer”
has the meaning given to such term in the Letter Agreement.


 


“VWAP”
means, for any Trading Day, the daily volume weighted average price of the Parent Class A Common Stock for such Trading Day on
the Primary Exchange as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New
York City time)).


 


“Warrant
Registry” has the meaning given to such term in the Warrant Agreement.


 




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2.            Agreement
to Vote Shares. Sponsor irrevocably and unconditionally agrees that, during the Interim Period, at any meeting of stockholders
of MPAC (including the Parent Stockholders Meeting) or any adjournment thereof, or in connection with any action by written consent
of stockholders of MPAC, Sponsor will: (a) appear at each such meeting or otherwise cause the Founder Shares to be counted
as present thereat for purposes of determining a quorum; and (b) vote (or cause to be voted), in person or by proxy, or deliver
a written consent (or cause a consent to be delivered) covering, the Founder Shares (i) in favor of the approval of (A) each of
the Parent Stockholder Proposals, (B) any proposal to adjourn a meeting of stockholders of MPAC for any purpose permitted under
the Merger and Contribution Agreement and (C) any other proposals necessary or desirable to consummate the Transactions or the
other transactions contemplated by the Merger and Contribution Agreement or the Ancillary Agreements (collectively, the “Transaction
Proposals”), and (ii) against the approval of any action, proposal, transaction or agreement (other than the Transaction
Proposals) that (A) results from, or is in connection with, a Parent Acquisition Proposal or (B) would reasonably be expected to
impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions. For the avoidance
of doubt, Sponsor shall retain at all times the right to vote any Founder Shares in Sponsor’s sole discretion, and without
any other limitation, on any matters other than those expressly covered by this Section 2 that are at any time or from
time to time presented for consideration to MPAC’s stockholders.


 


3.            Restrictions
on Transfer.


 


(a)          Sponsor
agrees that, during the Interim Period, it will not Transfer any of the Founder Shares or any of the Sponsor Warrants other than
in a Transfer that is permitted by paragraph 7(c) of the Letter Agreement, subject to Section 3(d).


 


(b)          Sponsor
agrees that, after the Closing:


 


(i)          notwithstanding
the expiration of the Founder Shares Lock-up Period pursuant to clause (B)(x) of paragraph 7(a) of the Letter Agreement, the restrictions
on Transfer set forth in paragraph 7(a) of the Letter Agreement shall continue to apply to one-half of the Conversion Shares until
such time as the Founder Shares Lock-up Period otherwise would have expired pursuant to clause (A) or clause (B)(y) of paragraph
7(a) of the Letter Agreement; and


 


(ii)         notwithstanding
the expiration of the Founder Shares Lock-up Period pursuant to clause (A) or (B)(x) of paragraph 7(a) of the Letter Agreement
or the expiration of the restrictions on Transfer set forth in clause (i) of this Section 3(b), Sponsor will not Transfer
a number of Conversion Shares equal to (A) 1,000,000 multiplied by (B) the Available Funds Inverse Adjustment Factor until the
earlier of (1) the first date on which the VWAP has been equal to or greater $12.00 for at least 20 of the 30 consecutive Trading
Days immediately preceding such date, (2) the date specified in clause (B)(y) of paragraph 7(a) of the Letter Agreement (provided
that this clause (2) shall apply only if the cash, securities or other property for which each share of Parent Class A Common Stock
is exchangeable in the applicable transaction contemplated by such clause (B)(y) has a value equal to or greater than $12.00, as
determined in good faith by Sponsor), and (3) the fifth anniversary of the Closing Date.


 


For the avoidance of
doubt, nothing in this Section 3(b) shall affect the ability of Sponsor (or its permitted transferees or any subsequent
permitted transferees) to Transfer any Conversion Shares pursuant to paragraph 7(c) of the Letter Agreement, subject to Section
3(d).


 


(c)          In
connection with any Transfer by Sponsor of any Founder Shares, Conversion Shares or Sponsor Warrants pursuant to paragraph 7(c)
of the Letter Agreement, Sponsor may determine, in its sole discretion:


 




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(i)          if
such Transfer is a Transfer of Founder Shares and occurs prior to the Closing, whether and to what extent the Founder Shares so
transferred to each such transferee will be subject to the Founder Share Cancelation, provided that no such Transfer or
determination by Sponsor shall reduce the total number of Founder Shares that will be subject to the Founder Share Cancelation
below the number of Founder Shares subject to the Founder Share Cancelation as provided in Section 5;


 


(ii)         if
such Transfer is a Transfer of Sponsor Warrants and occurs prior to the Closing, whether and to what extent the Sponsor Warrants
so transferred to each such transferee will be subject to the Sponsor Warrant Cancelation, provided that no such Transfer
or determination by Sponsor shall reduce the total number of Sponsor Warrants that will be subject to the Sponsor Warrant Cancelation
below the number of Sponsor Warrants subject to the Sponsor Warrant Cancelation as provided in Section 6; and


 


(iii)        if
such Transfer is a Transfer of Founder Shares or Conversion Shares and occurs prior to the expiration of the restrictions on Transfer
set forth in clause (i) or clause (ii) of Section 3(b), whether and to what extent the Conversion Shares so transferred
or issuable upon conversion of the Founder Shares so transferred, as applicable, to each such transferee will be subject to the
restrictions on Transfer set forth in clause (i) or clause (ii) of Section 3(b), provided that no such Transfer or
determination by Sponsor shall (A) reduce the total number of Conversion Shares that will be subject to the restrictions on Transfer
set forth in clause (i) of Section 3(b) below the number of Conversion Shares subject to such restrictions on Transfer as
provided in such clause (i) of Section 3(b) or (B) reduce the total number of Conversion Shares that will be subject to
the restrictions on Transfer set forth in clause (ii) of Section 3(b) below the number of Conversion Shares subject to such
restrictions on Transfer as provided in such clause (ii) of Section 3(b).


 


(d)          Sponsor
agrees that Sponsor will not effect any Transfer of any Founder Shares, Conversion Shares or Sponsor Warrants permitted by paragraph
7(c) of the Letter Agreement (including to any Insider) unless:


 


(i)          the
determinations made by Sponsor pursuant to Section 3(c) in connection with such Transfer are consistent with the terms of
Section 3(c); and


 


(ii)         the
applicable transferee has entered into a written agreement to be bound by:


 


(A)         this
Section 3(d) with respect to future Transfers by such transferee;


 


(B)         if
such Transfer is a Transfer of Founder Shares that occurs prior to the Closing, Section 2 and, to the extent applicable
to such transferee as determined pursuant to Section 3(c), Section 5;


 




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(C)         if
such Transfer is a Transfer of Sponsor Warrants that occurs prior to the Closing, to the extent applicable to such transferee as
determined pursuant to Section 3(c), Section 6; and


 


(D)         if
such Transfer is a Transfer of Founder Shares or Conversion Shares and occurs prior to the expiration of the restrictions on Transfer
set forth in clause (i) or clause (ii) of Section 3(b), to the extent applicable to such transferee as determined pursuant
to Section 3(c), clause (i) and clause (ii) of Section 3(b).


 


4.            Waiver
of Conversion Ratio Adjustment. Pursuant to Section 4.3(b)(ii) of the Parent Certificate of Incorporation, Sponsor hereby
irrevocably and unconditionally waives any adjustment to the Initial Conversion Ratio pursuant to Section 4.3(b)(ii) of the Parent
Certificate of Incorporation that otherwise would result from the issuance of shares of Parent Class A Common Stock or equity-linked
securities pursuant to the Crestview Subscription Agreement or the PIPE Subscription Agreements or otherwise in connection with
the Closing (the “Waiver”).


 


5.            Founder
Share Cancelation. Sponsor agrees that, on the Closing Date and immediately prior to the consummation of the Closing, Sponsor
shall forfeit and surrender to MPAC for cancelation, for no consideration, a number of Founder Shares equal to the sum of (a) (i)
2,000,000 multiplied by (ii) the Available Funds Inverse Adjustment Factor, (b) (i) (A) 8,125,000 minus (B) the number of Founder
Shares determined pursuant to the preceding clause (a) multiplied by (ii) the Available Funds Adjustment Factor and (c) a number
of Founder Shares equal to (i) the number of Drawn Shares (as such term is defined in the Crestview Subscription Agreement) multiplied
by (ii) 0.7222, rounded up or down to the nearest whole number (the “Founder Share Cancelation”). On
the Closing Date and prior to the conversion of the Founder Shares into shares of Parent Class A Common Stock, MPAC and Sponsor
shall take such action as shall be necessary to cause the Founder Shares subject to the Founder Share Cancelation to be canceled
and to no longer be outstanding, and MPAC shall cause the same to be reflected in the share registry maintained by MPAC or its
transfer agent, as applicable.


 


6.            Sponsor
Warrant Cancelation.


 


(a)          Subject
to Section 6(b), Sponsor agrees that, on the Closing Date and immediately prior to the consummation of the Closing, Sponsor
shall forfeit and surrender to MPAC for cancelation, for no consideration, 1,870,968 Sponsor Warrants (the “Sponsor
Warrant Cancelation”). Subject to Section 6(b), on the Closing Date, MPAC and Sponsor shall take such action
as shall be necessary to cause the Sponsor Warrants subject to the Sponsor Warrant Cancelation to be canceled by the Warrant Agent
and to no longer be outstanding or exercisable and to cause the Warrant Agent to reflect the same in the Warrant Registry.


 


(b)          Notwithstanding
Section 6(a), if any Sponsor Warrants are transferred to Crestview or its designee at Closing pursuant to the Crestview
Subscription Agreement:


 


(i)          if
the number of Sponsor Warrants so transferred to Crestview or its designee is equal to or greater than the number of Sponsor Warrants
subject to the Sponsor Warrant Cancelation as provided in Section 6(a), the Sponsor Warrant Cancelation shall not occur,
and MPAC and Sponsor shall have no obligation to effect the Sponsor Warrant Cancelation; and


 




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(ii)         if
the number of Sponsor Warrants so transferred to Crestview or its designee is less than the number of Sponsor Warrants subject
to the Sponsor Warrant Cancelation as provided in Section 6(a), the number of Sponsor Warrants subject to the Sponsor Warrant
Cancelation shall be reduced by the number of Sponsor Warrants so transferred to Crestview and its designee, and MPAC and Sponsor
shall be obligated to effect the Sponsor Warrant Cancelation only with respect to such reduced number of Sponsor Warrants.


 


7.            Cantor
Warrant Cancelation.


 


(a)          Subject
to Section 7(b), Cantor agrees that, on the Closing Date and immediately prior to the consummation of the Closing, Cantor
shall forfeit and surrender to MPAC for cancelation, for no consideration, 129,032 Cantor Warrants (the “Cantor Warrant
Cancelation”). Subject to Section 7(b), on the Closing Date, MPAC and Cantor shall take such action as shall
be necessary to cause the Cantor Warrants subject to the Cantor Warrant Cancelation to be canceled by the Warrant Agent and to
no longer be outstanding or exercisable and to cause the Warrant Agent to reflect the same in the Warrant Registry. Cantor agrees
that it will not transfer any Cantor Warrants prior to the Closing unless either (i) Cantor retains at least 129,032 Cantor Warrants
following such Transfer or (ii) the transferee or transferees agree in writing to be bound by this Section 7 with respect
to a number of Cantor Warrants such that 129,032 Cantor Warrants remain subject to the Cantor Warrant Cancelation.


 


(b)          Notwithstanding
Section 7(a), if any Cantor Warrants are transferred to Crestview or its designee at Closing pursuant to the Crestview Subscription
Agreement:


 


(i)          if
the number of Cantor Warrants so transferred to Crestview or its designee is equal to or greater than the number of Cantor Warrants
subject to the Cantor Warrant Cancelation as provided in Section 7(a), the Cantor Warrant Cancelation shall not occur, and
MPAC and Cantor shall have no obligation to effect the Cantor Warrant Cancelation; and


 


(ii)         if
the number of Cantor Warrants so transferred to Crestview or its designee is less than the number of Cantor Warrants subject to
the Cantor Warrant Cancelation as provided in Section 7(a), the number of Cantor Warrants subject to the Cantor Warrant
Cancelation shall be reduced by the number of Cantor Warrants so transferred to Crestview and its designee, and MPAC and Cantor
shall be obligated to effect the Cantor Warrant Cancelation only with respect to such reduced number of Cantor Warrants.


 


8.            Termination.
This Agreement shall terminate and shall have no further force or effect at the earlier to occur of (a) the termination of the
Merger and Contribution Agreement in accordance with its terms and (b) (i) with respect to Sponsor, the expiration of the all of
the restrictions on Transfer set forth in Section 3(b), and (ii) with respect to Cantor, the Closing; provided, however,
that the provisions of this Section 8 and Sections 9, 10, 11 and 12 shall survive any termination
of this Agreement. Notwithstanding anything else contained herein, such termination shall not relieve any Party from liability
for any breach of this Agreement by such Party prior to such termination.


 




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9.            Capacity;
Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary (a) each of Sponsor and Cantor is entering
into this Agreement solely on its own behalf in its capacity as the record holder of, respectively, the Founder Shares and the
Sponsor Warrants or the Cantor Warrants, and (b) nothing in this Agreement shall be construed to limit or affect any action
or inaction by any Representative of Sponsor or Cantor or any of their respective Affiliates serving as a director, officer, employee
or other fiduciary of MPAC or any Subsidiary of MPAC acting in such Person’s capacity as such.


 


10.          No
Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among MPAC, USWS,
Sponsor and Cantor (solely for the purposes specified herein) and is not intended to create, and does not create, any agency, partnership,
joint venture or any like relationship among any of the Parties.


 


11.          No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in MPAC or USWS any direct or indirect
ownership or incidence of ownership of or with respect to any Founder Shares, Conversion Shares, Sponsor Warrants or Cantor Warrants.
All rights, ownership and economic benefits of and relating to the Founder Shares (subject to the Founder Share Cancelation), the
Conversion Shares (upon issuance thereof) and the Sponsor Warrants (subject to the Sponsor Warrant Cancelation) shall be and remain
vested in and belong to Sponsor or, if applicable, its permitted transferees and any subsequent permitted transferees. All rights,
ownership and economic benefits of and relating to the Cantor Warrants (subject to the Cantor Warrant Cancelation) shall be and
remain vested in and belong to Cantor or, if applicable, its permitted transferees and any subsequent permitted transferees.


 


12.          Miscellaneous.


 


(a)          Severability.
If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal
substance of the obligations contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination,
the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely
as possible in a reasonably acceptable manner so that the obligations contemplated hereby may be consummated as originally contemplated
to the fullest extent possible.


 


(b)          Binding
Effect and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their permitted
successors and assigns. Except as provided in Section 3(d) and Section 7, no Party may assign or delegate, by operation
of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written
consent of the other Parties. Any purported assignment in violation of this Section 12(b) shall be void.


 




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(c)          Amendment.
This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.


 


(d)          Specific
Performance; Injunctive Relief. The Parties agree that irreparable damage would occur in the event that the Parties do not
perform the provisions of this Agreement in accordance with its terms or otherwise breach such provisions. Accordingly, the Parties
acknowledge and agree that the Parties shall be entitled to an injunction, specific performance and other equitable relief to prevent
breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy
to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction,
specific performance or other equitable relief on the basis that the other Parties have an adequate remedy at law or an award of
specific performance is not an appropriate remedy for any reason at law or equity. Any Party seeking an injunction or injunctions
to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required
to provide any bond or other security in connection with any such order or injunction.


 


(e)          Notices.
Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been
given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally
recognized overnight courier (receipt requested), (c) on the date sent by e-mail (with confirmation of transmission) if sent during
normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (d)
when delivered by certified mail, registered mail, courier service, return-receipt received to the Party at the address set forth
below:


 


	 	(i)	if to MPAC, to


 


	 	Matlin & Partners Acquisition Corporation
	 	520 Madison Avenue
	 	35th Floor
	 	New York, New York 10022
	 	Attn: Robert H. Weiss
	 	Email: weiss@matlinpatterson.com


 


With a copy to (which shall not constitute
notice hereunder):


 


	 	Bracewell LLP 
	 	711 Louisiana Street, Suite 2300 
	 	Houston, Texas 77002 
	 	Attn: Charles H. Still, Jr. 
	 	Email: charles.still@bracewell.com 


 


	 	(ii)	if to USWS, to


 


	 	USWS Holdings LLC
	 	770 S. Post Oak Lane, Suite 405
	 	Houston, Texas 77056
	 	Attn: Joel Broussard
	 	Email: joelb@uswellservices.com


 




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	 	(iii)	if to Sponsor, to


 


	 	Matlin & Partners Acquisition Sponsor LLC
	 	c/o MatlinPatterson Global Advisers LLC
	 	520 Madison Avenue
	 	35th Floor
	 	New York, New York 10022
	 	Attn: Robert H. Weiss
	 	Email: weiss@matlinpatterson.com


 


	 	(iv)	if to Cantor, to


 


	 	Cantor Fitzgerald & Co.
	 	499 Park Avenue
	 	New York, New York 10022
	 	Attn: Sage Kelly, Head of Investment Banking
	 	Email: sage.kelly@cantor.com
	 	Facsimile: (212)-829-4708


 


With a copy to (which
shall not constitute notice hereunder):


 


	 	Cantor Fitzgerald & Co.
	 	499 Park Avenue
	 	New York, New York 10022
	 	Attn: Stephen Merkel, General Counsel
	 	Email: Stephen.merkel@cantor.com
	 	Facsimile: (212)-829-4708


 


(f)          Governing
Law and Jurisdiction. This Agreement and any claim or controversy hereunder shall be governed by and construed in accordance
with the Laws of the State of New York without giving effect to the principles of conflict of laws thereof.


 


(g)          Consent
to Jurisdiction and Service of Process. Any legal action, suit or proceeding arising out of or relating to this Agreement may
only be instituted in any state or federal court in the Borough of Manhattan, City of New York, which will have exclusive jurisdiction
for all matters relating to this Agreement, and each Party waives any objection which such Party may now or hereafter have to the
laying of the venue of any such action, suit or proceeding, and irrevocably submits to the jurisdiction of any such court in any
such action, suit or proceeding.


 




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(h)          WAIVER
OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 12(h).


 


(i)          Entire
Agreement; Effect on Letter Agreement. This Agreement contains all of the terms, conditions and representations and warranties
agreed upon or made by the Parties relating to the subject matter of this Agreement and supersedes all prior and contemporaneous
agreements, negotiations, correspondence, undertakings and communications of the Parties or their Representatives, oral or written,
respecting such subject matter. Notwithstanding the foregoing or anything else in this Agreement to the contrary nothing in this
Agreement shall be deemed to amend, modify or, except as expressly provided in Section 3(b), otherwise affect the Letter
Agreement or any terms or provisions thereof, and the Letter Agreement shall remain in full force and effect in accordance with
its terms.


 


(j)          Waiver.
Waiver of any term or condition of this Agreement by any Party shall only be effective if in writing, and shall not be construed
as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this
Agreement.


 


(k)          Counterparts.
This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon
a single instrument, and all such counterparts together shall be deemed an original of this Agreement. Facsimile signatures or
signatures received as a .pdf attachment to electronic mail shall be treated as original signatures for all purposes of this Agreement.


 


(l)          Headings.
The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties.


 


(m)         Interpretation.
The Parties have participated in the drafting and negotiation of this Agreement and if any ambiguity or question of interpretation
should arise, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption of burden of proof shall
arise favoring or burdening any Party by virtue of the authorship of any provision in this Agreement.


 


(n)          Expenses.
All costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such costs and expenses.


 


[Signature page follows]


 




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IN WITNESS WHEREOF,
the Parties have executed and delivered this Agreement as of the date first above written.


 


	 	Matlin & Partners Acquisition Corporation


 


	 	By:	/s/ David J. Matlin
	 	Name: David J. Matlin
	 	Title: Chief Executive Officer


 


	 	USWS Holdings LLC


 


	 	By:	/s/ Joel Broussard
	 	Name: Joel Broussard
	 	Title: Chief Executive Officer


 


	 	Matlin & Partners Acquisition Sponsor LLC


 


	 	By:	/s/ David J. Matlin
	 	Name: David J. Matlin
	 	Title: Director


 


	 	Solely for purposes of Sections 7 through 12,


 


	 	Cantor Fitzgerald & Co.


 


	 	By:	/s/ John Belle
	 	Name: John Belle
	 	Title: COO, Investment Banking


 


Signature Page to Sponsor Agreement